Common use of The Securities Account Clause in Contracts

The Securities Account. (a) The Trust Administrator shall establish one or more “Securities Accounts” in the name of the Securities Intermediary that shall be held by the Trust Administrator for the benefit of the Certificateholders. Each Securities Account shall be a segregated, non-interest bearing trust account maintained with the Trust Administrator and established for the purpose of holding the Underlying Certificates; such account may be the same account as the Distribution Account. Each Securities Account shall be an Eligible Account. The Trust Administrator hereby appoints Xxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Securities Accounts, and the Securities Intermediary shall hold, for the benefit of the Certificateholders, the Securities Accounts and the Security Entitlements to all Financial Assets credited to the Securities Accounts including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts and all proceeds thereof. Amounts held from time to time in the Securities Accounts will continue to be held by the Securities Intermediary on behalf of the Trust Administrator for the benefit of the Certificateholders. Upon the termination of the Trust, the Trust Administrator shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo Bank, N.A., as Securities Intermediary. Xxxxx Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary. (b) With respect to the Account Property credited to a Securities Account, the Securities Intermediary agrees that: (i) any Account Property that is held in deposit accounts shall be held solely in a bank approved in writing by each Rating Agency; provided, that Xxxxx Fargo Bank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “A1+” and a long term debt rating by S&P of at least “AA-”; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (ii) the sole assets permitted in a Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iii) any such Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining a Securities Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trust Administrator with respect thereto over which the Securities Intermediary or such other institution has Control. (c) The Securities Intermediary hereby confirms that (A) a Securities Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trust Administrator as entitled to exercise the rights that comprise any Financial Asset credited to a Securities Account, (B) all Account Property in respect of a Securities Account will be promptly credited by the Securities Intermediary to such Securities Account, and (C) all securities or other property underlying any Financial Assets credited to a Securities Account shall be registered in the name of the Trust Administrator, endorsed to the Trust Administrator or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to a Securities Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor except to the extent the foregoing have been specially endorsed to the Trust Administrator or in blank. (d) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Securities Account shall be treated as a Financial Asset. (e) If at any time the Securities Intermediary shall receive any order from the Trust Administrator directing transfer or redemption of any financial asset relating to a Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. (f) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in a Securities Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the ownership interest of the Trust Administrator. The Financial Assets credited to a Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trust Administrator (except that the Securities Intermediary may set off the face amount of any checks which have been credited to a Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor with respect to a Securities Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted herein to the Trust Administrator have been granted in order to perfect its ownership interest in the Securities Accounts and the Security Entitlements to the Financial Assets credited thereto and are powers coupled with an interest and will neither be affected by the dissolution or bankruptcy of the Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the ownership interest of the Trust Administrator in the Securities Accounts and such Security Entitlements has been terminated pursuant to the terms of this Agreement and the Trust Administrator has notified the Securities Intermediary of such termination in writing. (i) Notwithstanding anything else contained herein, the Trust Administrator agrees that the Securities Accounts will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which agrees substantially as follows: (1) it will comply with Entitlement Orders related to such account issued by the Trust Administrator without further consent by the Depositor; (2) until termination of the Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Trust Administrator; and (3) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account. (j) The Depositor agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditions.

The Securities Account. (a) The Trust Administrator Trustee shall establish one or more “Securities Accounts” in the name of the Securities Intermediary that shall be held by the Trust Administrator Trustee for the benefit of the Certificateholders. Each Securities Account shall be a segregated, non-interest bearing trust account maintained with the Trust Administrator Trustee and established for the purpose of holding the Underlying Certificates; such account may be the same account as the Distribution Certificate Account. Each Securities Account shall be an Eligible Account. The Trust Administrator Trustee hereby appoints Xxxxx Fargo BankCitibank, N.A., as Securities Intermediary with respect to the Securities Accounts, and the Securities Intermediary Trustee shall hold, hold for the benefit of the Certificateholders, the Securities Accounts and the Security Entitlements to all Financial Assets credited to the Securities Accounts including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts and all proceeds thereof. Amounts held from time to time in the Securities Accounts will continue to be held by the Securities Intermediary on behalf of the Trust Administrator Trustee for the benefit of the Certificateholders. Upon the termination of the TrustTrust Fund, the Trust Administrator Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo BankCitibank, N.A., as Securities Intermediary. Xxxxx Fargo BankCitibank, N.A. hereby accepts such appointment as Securities Intermediary. (b) With respect to the Account Property credited to a Securities Account, the Securities Intermediary agrees that: (i) any Account Property that is held in deposit accounts shall be held solely in a bank approved in writing by each Rating Agency; provided, that Xxxxx Fargo BankCitibank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “A1A-1+” and a long term debt rating by S&P of at least “AA-”; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (ii) the sole assets permitted in a Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iii) any such Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining a Securities Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trust Administrator Trustee with respect thereto over which the Securities Intermediary or such other institution has Control. (c) The Securities Intermediary hereby confirms that (A) a Securities Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trust Administrator Trustee as entitled to exercise the rights that comprise any Financial Asset credited to a Securities Account, (B) all Account Property in respect of a Securities Account will be promptly credited by the Securities Intermediary to such Securities Account, and (C) all securities or other property underlying any Financial Assets credited to a Securities Account shall be registered in the name of the Trust AdministratorTrustee, endorsed to the Trust Administrator Trustee or in blank or credited to another securities account maintained in the name of the Securities Intermediary Trustee and in no case will any Financial Asset credited to a Securities Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor except to the extent the foregoing have been specially endorsed to the Trust Administrator Trustee or in blank. (d) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Securities Account shall be treated as a Financial Asset. (e) If at any time the Securities Intermediary shall receive any order from the Trust Administrator Trustee directing transfer or redemption of any financial asset relating to a Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. (f) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in a Securities Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the ownership interest of the Trust AdministratorTrustee. The Financial Assets credited to a Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trust Administrator Trustee (except that the Securities Intermediary may set off the face amount of any checks which have been credited to a Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor with respect to a Securities Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted herein to the Trust Administrator Trustee have been granted in order to perfect its ownership interest in the Securities Accounts and the Security Entitlements to the Financial Assets credited thereto and are powers coupled with an interest and will neither be affected by the dissolution or bankruptcy of the Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the ownership interest of the Trust Administrator Trustee in the Securities Accounts and such Security Entitlements has been terminated pursuant to the terms of this Agreement and the Trust Administrator Trustee has notified the Securities Intermediary of such termination in writing. (i) Notwithstanding anything else contained herein, the Trust Administrator Trustee agrees that the Securities Accounts will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which agrees substantially as follows: (1) it will comply with Entitlement Orders entitlement orders related to such account issued by the Trust Administrator Trustee without further consent by the Depositor; (2) until termination of the Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders entitlement orders of any Person other than the Trust AdministratorTrustee; and (3) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account. (j) The Depositor agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditionsconditions of this Agreement.

The Securities Account. (a) The Trust Administrator Depositor shall establish one or more “a "Securities Accounts” Account" in the name of the Securities Intermediary that which shall be held by pledged to the Trust Administrator Trustee, as collateral agent, for the benefit of the Certificateholders. Each The Securities Account shall be a segregated, non-interest interest-bearing trust account maintained with the Trust Administrator Trustee and established for the purpose of holding the Underlying Certificates; such account may be the same account as the Distribution Account. Each Securities Account shall be an Eligible AccountSecurity. The Trust Administrator Depositor and the Trustee hereby appoints Xxxxx Fargo Bank, N.A., appoint U.S. Bank National Association as Securities Intermediary with respect to the Securities AccountsAccount, and the Securities Intermediary shall holdDepositor hereby grants to the Trustee, as collateral agent for the benefit of the Certificateholders, a security interest to secure all amounts due Certificateholders hereunder in and to the Securities Accounts Account and the Security Entitlements to all Financial Assets credited to the Securities Accounts Account, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts Account and all proceeds thereof. Amounts held from time to time in the Securities Accounts Account will continue to be held by the Securities Intermediary on behalf for the benefit of the Trust Administrator Trustee, as collateral agent, for the benefit of the Certificateholders. Upon the termination of the TrustTrust Fund, the Trust Administrator Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo Bank, N.A., U.S. Bank National Association as Securities Intermediary. Xxxxx Fargo Bank, N.A. U.S. Bank National Association hereby accepts such appointment as Securities Intermediary. (bi) With respect to the Account Property credited to a the Securities Account, the Securities Intermediary agrees that: (iA) any Account Property that is held in deposit accounts shall be held solely in a bank with a Specified Rating or a bank otherwise approved in writing by each the Rating Agency; provided, that Xxxxx Fargo Bank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “A1+” and a long term debt rating by S&P of at least “AA-”Agencies; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (iiB) the sole assets permitted in a the Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iiiC) any such Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining a the Securities Account in accordance with the Securities Intermediary’s 's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trust Administrator Trustee with respect thereto over which the Securities Intermediary or such other institution has Control. (cii) The Securities Intermediary hereby confirms that (A) a the Securities Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trust Administrator Trustee, as collateral agent, as entitled to exercise the rights that comprise any Financial Asset credited to a the Securities Account, (B) all Account Property in respect of a the Securities Account will be promptly credited by the Securities Intermediary to such the Securities Account, and (C) all securities or other property underlying any Financial Assets credited to a the Securities Account shall be registered in the name of the Trust AdministratorSecurities Intermediary, endorsed to the Trust Administrator Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to a the Securities Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor except to the extent the foregoing have been specially endorsed to the Trust Administrator Securities Intermediary or in blank. (diii) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a the Securities Account shall be treated as a Financial Asset. (eiv) If at any time the Securities Intermediary shall receive any order from the Trust Administrator Trustee directing transfer or redemption of any financial asset relating to a the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. If at any time the Trustee notifies the Securities Intermediary in writing that the Trust Fund has been terminated in accordance herewith and the security interest granted above has been released, then thereafter if the Securities Intermediary shall receive any order from the Depositor directing transfer or redemption of any Financial Asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Trustee or any other Person. (fv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in a the Securities Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the ownership security interest of the Trust AdministratorTrustee. The Financial Assets credited to a the Securities Account will not be subject to deduction, set-off, banker’s 's lien, or any other right in favor of any Person other than the Trust Administrator Trustee (except that the Securities Intermediary may set off the face amount of any checks which have been credited to a the Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). (gvi) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor with respect to a the Securities Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (hvii) The rights and powers granted herein to the Trust Administrator Trustee have been granted in order to perfect its ownership security interest in the Securities Accounts Account and the Security Entitlements to the Financial Assets credited thereto and are powers coupled with an interest and will neither be affected by the dissolution or bankruptcy of the Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the ownership security interest of the Trust Administrator Trustee in the Securities Accounts Account and such Security Entitlements has been terminated pursuant to the terms of this Agreement and the Trust Administrator Trustee has notified the Securities Intermediary of such termination in writing. (iviii) Notwithstanding anything else contained herein, the Trust Administrator Depositor agrees that the Securities Accounts Account will be established only with the Securities Intermediary or another institution meeting the requirements of this SectionSection 4.07, which agrees substantially as follows: (1) it will comply with Entitlement Orders related to such account issued by the Trust Administrator Trustee, as collateral agent, without further consent by the Depositor; (2) until termination of the Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Trust AdministratorTrustee, as collateral agent; and (3) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account. (jix) The Depositor agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditions.

The Securities Account. (a) The Trust Administrator Depositor shall establish one or more “a "Securities Accounts” Account" in the name of the Securities Intermediary that which shall be held by pledged to the Trust Administrator Trustee, as collateral agent, for the benefit of the Certificateholders. Each The Securities Account shall be a segregated, non-interest interest-bearing trust account maintained with the Trust Administrator Trustee and established for the purpose of holding the Underlying Certificates; such account may be the same account as the Distribution Account. Each Securities Account shall be an Eligible AccountBonds. The Trust Administrator Depositor and the Trustee hereby appoints Xxxxx Fargo Bank, N.A., appoint First Union National Bank as Securities Intermediary with respect to the Securities AccountsAccount, and the Securities Intermediary shall holdDepositor hereby grants to the Trustee, as collateral agent for the benefit of the Certificateholders, a security interest to secure all amounts due Certificateholders hereunder in and to the Securities Accounts Account and the Security Entitlements to all Financial Assets credited to the Securities Accounts Account, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts Account and all proceeds thereof. Amounts held from time to time in the Securities Accounts Account will continue to be held by the Securities Intermediary on behalf for the benefit of the Trust Administrator Trustee, as collateral agent, for the benefit of the Certificateholders. Upon the termination of the Trust, the Trust Administrator Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo Bank, N.A., First Union National Bank as Securities Intermediary. Xxxxx Fargo Bank, N.A. First Union National Bank hereby accepts such appointment as Securities Intermediary. (bi) With respect to the Account Property credited to a the Securities Account, the Securities Intermediary agrees that: (iA) any Account Property that is held in deposit accounts shall be held solely in a bank rated no less than "Aaa" by Moody's and "AAA" by S&P, or a bank otherwise approved in writing by each Rating Agency; provided, that Xxxxx Fargo Bank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “A1+” and a long term debt rating by S&P of at least “AA-”; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (ii) the sole assets permitted in a Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iii) any such Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining a Securities Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trust Administrator with respect thereto over which the Securities Intermediary or such other institution has Control. (c) The Securities Intermediary hereby confirms that (A) a Securities Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trust Administrator as entitled to exercise the rights that comprise any Financial Asset credited to a Securities Account, (B) all Account Property in respect of a Securities Account will be promptly credited by the Securities Intermediary to such Securities Account, and (C) all securities or other property underlying any Financial Assets credited to a Securities Account shall be registered in the name of the Trust Administrator, endorsed to the Trust Administrator or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to a Securities Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor except to the extent the foregoing have been specially endorsed to the Trust Administrator or in blank. (d) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Securities Account shall be treated as a Financial Asset. (e) If at any time the Securities Intermediary shall receive any order from the Trust Administrator directing transfer or redemption of any financial asset relating to a Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. (f) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in a Securities Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the ownership interest of the Trust Administrator. The Financial Assets credited to a Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trust Administrator (except that the Securities Intermediary may set off the face amount of any checks which have been credited to a Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor with respect to a Securities Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted herein to the Trust Administrator have been granted in order to perfect its ownership interest in the Securities Accounts and the Security Entitlements to the Financial Assets credited thereto and are powers coupled with an interest and will neither be affected by the dissolution or bankruptcy of the Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the ownership interest of the Trust Administrator in the Securities Accounts and such Security Entitlements has been terminated pursuant to the terms of this Agreement and the Trust Administrator has notified the Securities Intermediary of such termination in writing. (i) Notwithstanding anything else contained herein, the Trust Administrator agrees that the Securities Accounts will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which agrees substantially as follows: (1) it will comply with Entitlement Orders related to such account issued by the Trust Administrator without further consent by the Depositor; (2) until termination of the Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Trust Administrator; and (3) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account. (j) The Depositor agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditions.

The Securities Account. (a) The Trust Administrator shall establish one or more “Securities Accounts” in the name of the Securities Intermediary that shall be held by the Trust Administrator for the benefit of the Certificateholders. Each Securities Account shall be a segregated, non-interest bearing trust account maintained with the Trust Administrator and established for the purpose of holding the Underlying Certificates; such account may be the same account as the Distribution Account. Each Securities Account shall be an Eligible Account. The Trust Administrator hereby appoints Xxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Securities Accounts, and the Securities Intermediary shall hold, for the benefit of the Certificateholders, the Securities Accounts and the Security Entitlements to all Financial Assets credited to the Securities Accounts including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts and all proceeds thereof. Amounts held from time to time in the Securities Accounts will continue to be held by the Securities Intermediary on behalf of the Trust Administrator for the benefit of the Certificateholders. Upon the termination of the Trust, the Trust Administrator shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo Bank, N.A., as Securities Intermediary. Xxxxx Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary. (b) With respect to the Account Property credited to a Securities Account, the Securities Intermediary agrees that: (i) any Account Property that is held in deposit accounts shall be held solely in a bank approved in writing by each Rating Agency; provided, that Xxxxx Fargo Bank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “A1+” and a long term debt rating by S&P of at least “AA-”; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (ii) the sole assets permitted in a Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iii) any such Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining a Securities Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trust Administrator with respect thereto over which the Securities Intermediary or such other institution has Control. (c) The Securities Intermediary hereby confirms that (A) a Securities Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trust Administrator as entitled to exercise the rights that comprise any Financial Asset credited to a Securities Account, (B) all Account Property in respect of a Securities Account will be promptly credited by the Securities Intermediary to such Securities Account, and (C) all securities or other property underlying any Financial Assets credited to a Securities Account shall be registered in the name of the Trust Administrator, endorsed to the Trust Administrator or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to a Securities Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor except to the extent the foregoing have been specially endorsed to the Trust Administrator or in blank. (d) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Securities Account shall be treated as a Financial Asset. (e) If at any time the Securities Intermediary shall receive any order from the Trust Administrator directing transfer or redemption of any financial asset relating to a Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. (f) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in a Securities Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the ownership interest of the Trust Administrator. The Financial Assets credited to a Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trust Administrator (except that the Securities Intermediary may set off the face amount of any checks which have been credited to a Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor with respect to a Securities Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted herein to the Trust Administrator have been granted in order to perfect its ownership interest in the Securities Accounts and the Security Entitlements to the Financial Assets credited thereto and are powers coupled with an interest and will neither be affected by the dissolution or bankruptcy of the Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the ownership interest of the Trust Administrator in the Securities Accounts and such Security Entitlements has been terminated pursuant to the terms of this Agreement and the Trust Administrator has notified the Securities Intermediary of such termination in writing. (i) Notwithstanding anything else contained herein, the Trust Administrator agrees that the Securities Accounts will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which agrees substantially as follows: (1) it will comply with Entitlement Orders related to such account issued by the Trust Administrator without further consent by the Depositor; (2) until termination of the Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Trust Administrator; and (3) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account. (j) The Depositor agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditionsconditions of this Agreement.

The Securities Account. (a) The Trust Administrator Trustee shall establish one or more “"Securities Accounts” " in the name of the Securities Intermediary that shall be held by the Trust Administrator Trustee for the benefit of the Certificateholders. Each Securities Account shall be a segregated, non-interest bearing trust account maintained with the Trust Administrator Trustee and established for the purpose of holding the Underlying CertificatesTrust Assets; such account may be the same account as the Distribution Account. Each Securities Account shall be an Eligible Account. The Trust Administrator Trustee hereby appoints Xxxxx Fargo Bank, N.A., as Securities Intermediary with respect to the Securities Accounts, and the Securities Intermediary shall hold, for the benefit of the Certificateholders, the Securities Accounts and the Security Entitlements to all Financial Assets credited to the Securities Accounts including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Securities Accounts and all proceeds thereof. Amounts held from time to time in the Securities Accounts will continue to be held by the Securities Intermediary on behalf of the Trust Administrator Trustee for the benefit of the Certificateholders. Upon the termination of the Trust, the Trust Administrator Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Certificates or interests therein, the Certificateholders shall be deemed to have appointed Xxxxx Fargo Bank, N.A., as Securities Intermediary. Xxxxx Fargo Bank, N.A. hereby accepts such appointment as Securities Intermediary. (b) With respect to the Account Property credited to a Securities Account, the Securities Intermediary agrees that: (i) any Account Property that is held in deposit accounts shall be held solely in a bank approved in writing by each Rating Agency; provided, that Xxxxx Fargo Bank, N.A. shall be deemed to be so approved for so long as it maintains a short term debt rating by S&P of at least “"A1+” " and a long term debt rating by S&P of at least “"AA-”"; and each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (ii) the sole assets permitted in a Securities Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and (iii) any such Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining a Securities Account in accordance with the Securities Intermediary’s 's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Trust Administrator Trustee with respect thereto over which the Securities Intermediary or such other institution has Control. (c) The Securities Intermediary hereby confirms that (A) a Securities Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Trust Administrator Trustee as entitled to exercise the rights that comprise any Financial Asset credited to a Securities Account, (B) all Account Property in respect of a Securities Account will be promptly credited by the Securities Intermediary to such Securities Account, and (C) all securities or other property underlying any Financial Assets credited to a Securities Account shall be registered in the name of the Trust AdministratorTrustee, endorsed to the Trust Administrator Trustee or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to a Securities Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor except to the extent the foregoing have been specially endorsed to the Trust Administrator Trustee or in blank. (d) The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Securities Account shall be treated as a Financial Asset. (e) If at any time the Securities Intermediary shall receive any order from the Trust Administrator Trustee directing transfer or redemption of any financial asset relating to a Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Depositor or any other Person. (f) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in a Securities Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the ownership interest of the Trust AdministratorTrustee. The Financial Assets credited to a Securities Account will not be subject to deduction, set-off, banker’s 's lien, or any other right in favor of any Person other than the Trust Administrator Trustee (except that the Securities Intermediary may set off the face amount of any checks which have been credited to a Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). (g) There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor with respect to a Securities Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. (h) The rights and powers granted herein to the Trust Administrator Trustee have been granted in order to perfect its ownership interest in the Securities Accounts and the Security Entitlements to the Financial Assets credited thereto and are powers coupled with an interest and will neither be affected by the dissolution or bankruptcy of the Depositor nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the ownership interest of the Trust Administrator Trustee in the Securities Accounts and such Security Entitlements has been terminated pursuant to the terms of this Agreement and the Trust Administrator Trustee has notified the Securities Intermediary of such termination in writing. (i) Notwithstanding anything else contained herein, the Trust Administrator Trustee agrees that the Securities Accounts will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which agrees substantially as follows: another (1) it will comply with Entitlement Orders related to such account issued by the Trust Administrator Trustee without further consent by the Depositor; (2) until termination of the Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Trust AdministratorTrustee; and (3) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account. (j) The Depositor agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditions.